India Private Equity Report 2019 - Bain & Company
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This work is based on secondary market research, analysis of financial information available or provided to Bain & Company and a range of interviews with industry participants. Bain & Company has not independently verified any such information provided or available to Bain and makes no representation or warranty, express or implied, that such information is accurate or complete. Projected market and financial information, analyses and conclusions con- tained herein are based on the information described above and on Bain & Company’s judgment, and should not be construed as definitive forecasts or guarantees of future performance or results. The information and analysis herein does not constitute advice of any kind, is not intended to be used for investment purposes, and neither Bain & Company nor any of its subsidiaries or their respective officers, directors, shareholders, employees or agents accept any responsibility or liability with respect to the use of or reliance on any information or analysis contained in this document. Bain & Company does not endorse, and nothing herein should be construed as a recommendation to invest in, any fund described in this report. This work is copyright Bain & Company and may not be published, transmitted, broadcast, copied, reproduced or reprinted in whole or in part without the explicit written per- mission of Bain & Company. Copyright © 2019 Bain & Company, Inc. All rights reserved.
India Private Equity Report 2019 Contents Executive summary: Looking back at 2018. . . . . . . . . . . . . . . . . . . . . . . . . pg.1 1. Investments: Continued momentum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . pg. 6 2. Fund-raising: No lack of capital for good deals. . . . . . . . . . . . . . . . . . . . . pg. 16 3. Exits: A record year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . pg. 20 About Bain’s Private Equity practice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . pg. 27 About Indian Private Equity & Venture Capital Association . . . . . . . . . . . . . pg. 29 About the authors and acknowledgements. . . . . . . . . . . . . . . . . . . . . . . . pg. 31 i
India Private Equity Report 2019 Executive Summary Looking back at 2018 Private equity in India enjoyed an excellent year in 2018. Growth momentum continued, with invest- ment value reaching the second-highest level of the last decade. While the usual sectors such as banking, financial services and insurance (BFSI) continued to grow, investments also spurted in varied sectors like consumer/retail, healthcare and energy. Consumer technology investments backed winners in both horizontals and specific verticals, while BFSI continued to see investments in nonbanking financial companies (NBFCs). Average deal size remained stable overall, even as deal size in consumer tech declined almost 30%. This was largely driven by the scarcity of consumer tech megadeals like the ones we saw in 2017, such as SoftBank’s $2.5 billion investment in Flipkart. While local and global PE firms are still super active in the country, sovereign wealth funds (SWFs) and pension funds also continue to invest in a variety of sectors. New asset classes, which include alternative investment funds (AIFs), also continue to scale. One primary way to assess investor confidence in a market is to look at exit momentum and how it is trending. In that regard, the Indian PE market performed very well, with the highest exit values in the last decade. This was led by the $16 billion Flipkart sale to Walmart, but exit momentum was high even excluding that event. Consumer technology, IT and IT enabled services (ITES), and BFSI drove most of the exit values in the last year. These are also the sectors in which investments have grown during the past four to five years. Consumer tech and IT and ITES (including SaaS companies) have been relatively attractive sectors for funds and have demonstrated the highest returns (multiple on invested capital) over the last five to six years. Public-market sales were the most preferred route of exits, although strategic sales spiked in 2018, driven largely by consumer tech exits. Overall, exit momentum highlights investors’ confidence in the Indian ecosystem and the public markets, and signals an overall maturation of the Indian PE landscape. We believe there is sufficient India-focused dry powder to ensure high-quality deals don’t lack capital. Our surveyed funds identified BFSI, consumer/retail and healthcare as attractive investment sectors in the future. Consumer tech will also continue to see investments into scaled players. Going forward, funds believe that cost improvement and capital efficiency will become an even more important driver of returns. While most surveyed funds believe that returns will remain about the same, they continue to be concerned about high (and increasing) valuations and rising interest rates. Investments: Continued momentum India remained a hotbed for dealmaking in 2018. Investment momentum was robust for a second consecutive year, with total investment of $26.3 billion from approximately 793 deals during the year. While the deal volume was higher than in 2017, the average deal size was flat. The result was a small decline in total investment value, which still was the second-highest in the last decade. 1
India Private Equity Report 2019 Consumer tech and BFSI remain the largest sectors for investment by value, and contributed about 40% of the total deal value in the year. While consumer tech investment was still large at $7 billion, it shrank from more than $9 billion in 2017. This is typical of the sector, where investment values have fluctuated over the last five to six years. After a boom in 2014–15, when India saw a flurry of investments in early-stage Internet and e-commerce companies, investment value declined in 2016 as consumer tech companies struggled to find the right product-market fit and a path to profitability. Over the last couple of years, the sector has staged a resurgence of sorts, with clear winners emerging in such sub- sectors as horizontal e-tailing (Flipkart), vertical e-tailing (Bigbasket, Lenskart, Pepperfry), food (Zomato, Swiggy) and travel/hospitality (OYO Rooms, Ola). As a result, over the past few years, we are seeing fewer but higher-quality deals in consumer tech, with investors backing winners to scale further. India remained a hotbed for dealmaking in 2018. Investment momen- tum was robust for a second consecutive year, with total investment of $26.3 billion from approximately 793 deals during the year. The other sector to remain dominant is BFSI, which attracted almost $5 billion of investments in 2018. As in previous years, BFSI investments were fuelled by deals in banks as well as a rising class of NBFCs that continue to flourish in the ecosystem. NBFCs have thrived in segments that are either inaccessible or unattractive for traditional banks. NBFC business models demand heavy infusions of capital, and investors were ready to deploy capital in strong-performing pure-play NBFCs, housing finance com- panies and microfinance institutions. We also witnessed increased investment activity in consumer/ retail, with multiple deals in food (Ching’s Secret, Gemini Edibles) and apparel (V-Bazaar Retail). Competitive intensity in the market continues to increase with a growing number of funds. From 474 active participating funds in 2014–16, active players in India increased to 491 funds during 2015–17. Consequently, investors believe that competition has increased, with local and global PE firms viewed as the biggest competitive threats. Average deal size in 2018 was flattish. A decrease in small-ticket deals of less than $25 million exerted upward pressure on the average deal size, but the average size decreased for transactions greater than $100 million. Furthermore, the average deal size in consumer tech declined approximately 30%. This was primarily due to the absence of large “Flipkart-esque” deals (such as SoftBank’s investments of $2.5 billion in Flipkart and $1.4 billion in Paytm) that pushed up the average size in 2017. The top 15 deals constituted about 40% of total investment value in 2018. This is similar to the previous year, when the top 15 deals made up 50% of total value. Clearly, most funds are valuing quality over quantity, and dry powder is not being allowed to pile up. The number of larger deals (greater than $50 million) increased in 2018 from 2017, though their average size came down marginally. Notable 2
India Private Equity Report 2019 large investments in 2018 included investments in HDFC Bank, Star Health and Allied Insurance, Swiggy, OYO Rooms, Paytm and Byju’s. As in previous years, the total share of late-stage investments and buyouts increased, with an increase in majority deals as well. These featured a few large individual buyouts like Star Health and Allied Insurance ($930 million) and Prayagraj Power Generation Company ($830 million). In the coming months, funds expect further investment activity in BFSI and consumer/retail, even though the valuations are still perceived to be high. Healthcare is another sector of rising interest, with funds looking at players across the spectrum—pharmaceuticals, equipment, single-specialty hospitals and clinics, diagnostics and others. Interest in technology and IT will be largely driven by rapidly growing enterprise tech (SaaS) companies that operate out of India and sell globally. Fund-raising: No lack of capital for good deals The global PE industry raised $714 billion from investors during the year, the third-largest amount on record—bringing the total capital raised since 2014 to $3.7 trillion. Buyout funds continued to draw the biggest share of capital, but investor interest during this record stretch has been broad and deep, benefiting a variety of funds. Investors looking for diversification continue to be drawn to Asia-Pacific’s relatively healthy long-term growth profile. Investors looking for diversification continue to be drawn to Asia-Pacific’s relatively healthy long-term growth profile. However, after a few strong years, fund-raising has slowed across the region. Only 14% of funds raised globally were focused on Asia-Pacific in 2018, compared with 23% in 2017. This decline in fund-raising largely reflected the Chinese government’s decision to tighten rules on PE investment, which is part of an ongoing effort to rein in debt and reduce financial risk. However, India-focused dry powder remains healthy at $11.1 billion, indicating that high-quality deals are not lacking capital. New asset classes like AIFs and distressed-asset management have further grown in the Indian market, aided by government regulations and tax breaks. Funds raised by AIFs more than doubled from approximately $2.4 billion in 2016 to approximately $5.5 billion in 2017, and are estimated to have exceeded $7 billion in 2018. The number of AIFs registered in India almost doubled from 268 in 2016 to 518 as of February 2019. Fund-raising will continue being a key priority for most investors in India, although most expect it to become more challenging in the next 12 months. 3
India Private Equity Report 2019 Exits: A record year An excellent year for exits signalled investor confidence in the Indian ecosystem and healthy public markets. Exits have increased consistently in the last two years, and totaled 265 exits valued at nearly $33 billion in 2018. Almost half of this exit value resulted from the Flipkart sale to Walmart. However, even excluding the Flipkart exit, 2018 was one of the best years for exits in the last decade. Exits increased in most sectors, with consumer tech, IT and ITES, and BFSI as the primary contributors to exit values. A few large exits dominated in 2018, with the top 10 exits accounting for 70% of total exit value. Apart from Flipkart, these included Intelenet Global Services Pvt. (Blackstone), GlobalLogic (Apax), Star Health and Allied Insurance (multiple funds) and Vishal Retail (TPG). The public market remained the most preferred mode for exits—though there was a spike in strategic exits, primarily driven by consumer tech. Over the last five years, funds have made reasonable returns across most sectors, with consumer tech, IT/enterprise tech and BFSI having the highest multiples on invested capital. Top-line growth and cost and capital efficiency are expected to be the biggest creators of future value, according to our survey of investors. Exits which haven’t been as successful have been attributed pri- marily to management issues and macroeconomic headwinds. Keen buyers and strong management teams stood as major contributors to successful exits. A majority of our survey respondents felt that net returns in the next three to five years will stay in the same ballpark as today. Given how India’s economy is poised for growth in the coming year, and with capital markets on an upswing, many more exits are expected during the next few months. However, rising valuations and interest rates continue to pose concern for most investors. 4
1. • Private equity deal volume in India rose for the second straight year, and while the average deal size declined slightly from the prior year, the . total value of $26.3 billion in 2018 was the second-highest of the last decade. • The top 15 deals constituted about 40% of total Investments: deal value, demonstrating that most funds are Continued momentum valuing deal quality more than quantity. The num- ber of deals greater than $50 million increased from the previous year. • The consumer tech and banking, financial services and insurance (BFSI) sectors represented about 40% of total deal value. Overall value declined for consumer tech, which has seen fewer but higher-quality deals in recent years. BFSI invest- ments were concentrated in banks and a rising class of nonbanking financial companies. • The number of active participating funds continued to grow, and investors expect local and global PE firms to provide the biggest competitive threats in 2019. • Over the next few years, investors see attractive opportunities in financial services and consumer/ retail, even though valuations are perceived to be high. Interest is also strong in healthcare and technology.
India Private Equity Report 2019 Figure 1.1: Investment momentum continued in 2018, with total investment value being the second- highest in the last decade Annual VC/PE investments in India ($B) 30 26.8 26.3 22.9 Q4 20 16.8 14.8 15.1 Q3 11.8 9.5 10.2 10 Q2 4.5 Q1 0 2009 10 11 12 13 14 15 16 17 18 Number 216 380 531 551 696 800 1,049 976 700 793 of deals Notes: Includes real estate, private investment in public equity, and venture capital deals; deal volume includes deals where deal value is unknown Source: Bain PE deals database Figure 1.2: Deal volume increased in 2018, and deal value declined slightly Deal volume Deal value PE/VC deals in India PE/VC investments in India ($B) 13% –2% 793 26.8 26.3 700 2017 2018 2017 2018 Note: Deal volume includes deals where deal value is unknown Source: Bain PE deals database 7
India Private Equity Report 2019 Figure 1.3: Although its value declined in 2018, consumer tech is still a large segment, while . consumer/retail, energy and healthcare contributed to growth PE/VC deals by sector ($B) 30 26.8 1.8 26.3 25 1.5 1.0 –2.3 1.0 –1.8 0.3 0.3 20 –1.7 –0.3 –0.1 –0.2 0.0 15 10 5 0 2017 Real Shipping Media Banking, Manu- Energy 2018 estate and and financial facturing logistics entertainment services, insurance Consumer Telecom Other IT and Engineering Healthcare Consumer/ technology ITES and retail construction Note: Other includes areas such as education, sports, hospitality and talent management Source: Bain PE deals database Figure 1.4: Investments in consumer tech fluctuated over the years, booming in 2014–15 and . rebounding over the last couple of years Annual PE/VC Investments CAGR CAGR (2012–18) (2016–18) $10B $12B $15B $24B $17B $27B $26B Overall: 17% 24% 100% Other By sector Real estate –5% 9% 80 IT and ITES 4% –14% Healthcare 7% 28% Energy 31% 42% 60 Consumer/ retail 28% 112% Banking, 40 financial services, 34% 21% insurance 20 Consumer technology 38% 47% 0 2012 13 14 15 16 17 18 Source: Bain PE deals database 8
India Private Equity Report 2019 Figure 1.5: BFSI investments consist largely of deals in banking and nonbanking financial companies Annual PE/VC investments in banking, financial services and insurance ~$5B Company Value ($M) 100% Asset management Stocks HDFC Bank 1743 80 Insurance RattanIndia Finance 200 Kotak Mahindra Bank 198 60 Nonbanking financial companies IDFC Infrastructure Finance 135 40 JM Financial Credit Solutions 120 20 Banking Five Star Business Finance 100 Fusion Microfinance Pvt. Ltd. 75 0 Note: Includes only deals of more than $10 million Sources: Bain PE deals database; literature search Figure 1.6: The top 15 deals represent about 40% of total PE deal value in 2018 Company Industry Industry Value ($B) Banking, financial services, GIC Pvt. Ltd., Azim Premji Foundation, PI Opportunities, KKR, Carmignac Gestion, OMERS HDFC Bank 1.74 insurance (BFSI) Administration OYO Rooms Consumer technology Greenoaks Capital, Lightspeed Venture Partners, Sequoia, SoftBank Vision Fund 1.00 DST Global, Naspers Ventures, Meituan-Dianping, Coatue Management, Tencent Holdings, Swiggy Consumer technology 1.00 Wellington Management, Hillhouse Capital Star Health and Allied Insurance BFSI Madison Capital Partners, WestBridge Capital India Advisors 0.93 Prayagraj Power Energy Resurgent Power Ventures 0.83 Vishal Retail Consumer/retail Kedaara Capital, Partners Group 0.73 Aditya Birla Retail Ltd. Consumer/retail Amazon.com; Samara Capital 0.58 Byju's Consumer/retail General Atlantic, CPP Investment Board, Naspers Ventures 0.54 Ramky Enviro Engineers Engineering and construction KKR Asian Fund III 0.53 Paytm Consumer technology Alibaba Group, SoftBank Vision Fund 0.45 Greenko Energy Holdings Energy Abu Dhabi Investment Authority, GIC Special Investments 0.45 Equinox Business Parks Real Estate Brookfield Asset Management 0.38 CLP India Energy CDPQ 0.37 Continental Warehousing Corp. 0.36 Shipping and logistics DP World, National Investment and Infrastructure Fund (Nhava Seva) Paytm Consumer technology Berkshire Hathaway 0.36 Note: Does not include deals where deal value is unknown Source: Bain PE Deals database 9
India Private Equity Report 2019 Figure 1.7: The average deal size was flat overall, but shrank in consumer tech Percentage of Average Average deal size ($M) deals (volume) deal size 38.3 37.5 37.5 Deal value 2017 2018 2017 2018 26.3 Overall Consumer $100M 7% 9% $388M $274M 2017 2018 Note: Does not include deals in which the value is unknown Source: Bain PE deals database Figure 1.8: The percentage of investments with majority stakes increased in 2018 PE/VC investments in India, by purchase stake 100% >75% 80 50%–75% 60 25%–50% 40
India Private Equity Report 2019 Figure 1.9: Late-stage investments and buyouts also increased in 2018 PE/VC investments in India, by investment stage $11B $8B $10B $13B $19B $15B $23B $22B 100% Other Pre-IPO Buyout 80 60 Late stage 40 PIPE 20 Growth stage Early 0 stage 2011 12 13 14 15 16 17 18 Notes: Does not include real estate or energy deals; includes only deals where stake size is known; PIPE is private investment in public equity Source: Bain PE deals database Figure 1.10: Competitive intensity in the market is increasing as the number of participating . funds grows Number of active players in India Number of active players in India, by type 491 309 491 474 100% Other 397 80 LP institutional 309 60 LP government affiliate GP domestic 40 GP regional 20 GP global 0 2012–14 2013–15 2014–16 2015–17 2012–14 2015–17 Notes: An active player has made an investment in the designated time period; GP global indicates any venture capital or private equity player that is active globally; GP regional indicates any private equity investor that focuses on deals between countries in Asia-Pacific; GP domestic focuses on one country, with very limited presence outside; LP government affiliate is controlled by a government; LP institutional includes investment banks, asset management, financial institutions, insurance, corporate pension funds, corporations; other includes private investors and family offices; excludes real estate and infrastructure Source: AVCJ 11
India Private Equity Report 2019 Figure 1.11: Investors generally agree on the broad trends in competitive intensity How has overall competition in India changed? What do you see as the biggest competitive threats in 2019? 50% 60% 40 40 30 20 20 10 0 0 Increased Stayed Decreased Increased Local/ Large LPs/SWFs Local Hedge Cross- moderately broadly the significantly regional global investing strategic/ funds/ border same PE firm PE firms directly corporate VCs investment players from overseas Note: No one selected “significantly decreased” PE firms Source: Bain private equity survey 2019 (n=31) Figure 1.12: While investors are cautious about geopolitical risks, India’s stock market sentiment remains strong Major stock indexes for developing countries, indexed to 100 CAGR Jan 2017–Jan 2019 Ibovespa Brazil 23% 52% of Indian 160 investors feel that recent 140 macroeconomic Sensex 14% concerns and Jakarta Stock geopolitical 120 Exchange 11% developments like MOEX Russia 7% the trade war or JSE Africa 1% slow consumer 100 sentiment create some risk for the SSE China –10% PE market in India, 80 but 32% feel it Dec 2016 Jan 17 Feb 17 Mar 17 Apr 17 May 17 Jun 17 Jul 17 Aug 17 Sep 17 Oct 17 Nov 17 Dec 17 Jan 18 Feb 18 Mar 18 Apr 18 May 18 Jun 18 Jul 18 Aug 18 Sep 18 Oct 18 Nov 18 Dec 18 Jan 19 may be an opportunity Sources: Bloomberg; Bain private equity survey 2019 (n=31) 12
India Private Equity Report 2019 Figure 1.13: Indian funds expect a variety of sectors to be attractive in the next few years What sectors do you see as most attractive for the coming What is your perspective on valuations of potential few years in your focus market? targets? Are you worried about rising interest rates or the possible decline of multiples? 100% 100% Very High Attractive Yes, top issue 80 80 Not really 60 60 Fair 40 40 Yes, somewhat 20 20 High 0 0 Financial Health- Logistics Industrial Agri- Perspective on Concern over services care and goods, business valuations of rising interest trans- manu- potential targets rates portation facturing Consumer Tech- E-commerce Edu- product nology and Internet cation and retail and IT Source: Bain private equity survey 2019 (n=31) 13
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2. • India-focused dry powder remained healthy at $11.1 billion, the second-highest level of the past decade. • Throughout the Asia-Pacific region, however, PE fund-raising slowed in 2018, largely reflecting the Chinese government’s tighter restrictions on Fund-raising: No PE investments. lack of capital for • Alternative investment funds have become an good deals important source of capital. Funds raised by AIFs more than doubled from 2016 to about $5.5 billion in 2017, and exceeded an estimat- ed $7 billion in 2018. • A majority of investors believe the fund-raising environment in the next 12 months will make it more difficult to source attractive deals.
India Private Equity Report 2019 Figure 2.1: Asia-Pacific-focused funds raised less capital, as renminbi-based funds grappled with China’s new asset management rules Asia-Pacific-focused PE capital raised by final year of close ($ billion) 175 150 100 Other 50 Greater China— other currency Greater China— RMB Pan-Asia-Pacific 0 2013 14 15 16 17 18 Share of global 13% 22% 19% 21% 23% 14% fund-raising Notes: Includes regional and country funds; excludes real estate and infrastructure Source: Preqin Figure 2.2: India-focused dry powder is more than adequate and will ensure that high-quality deals will not lack capital Dry powder from India-focused funds ($B) 11.7 11.1 10.1 10.1 9.7 9.5 8.7 8.6 8.4 7.9 8.1 7.1 2007 08 09 10 11 12 13 14 15 16 17 18 Notes: Value excludes real estate and infrastructure; figures as of December of each year; capital for India also includes regional allocations by global and Asia-Pacific-level funds Source: Preqin 17
India Private Equity Report 2019 Figure 2.3: Alternative investment funds continue to gain relevance, more than doubling in value over the last two years Number of registered AIFs in India Annual funds raised by AIFs in India ($B) ~7.0 518 ~5.5 268 188 ~2.4 121 ~1.5 Category IIl Category II ~0.7 Category I 2014 15 16 Feb 2019 2014 15 16 17 18 Notes: Annual funds include only incremental funds raised in the period; 2018 total extrapolates June 2018 data to 12 months; Category I invests in start-up or early-stage ventures, social ventures, SMEs, infrastructure or other areas that the government or regulators consider socially or economically desirable; Category II includes AIFs that do not fall into Category I or III and do not undertake leverage or borrowing except to meet day-to-day operations; Category III includes AIFs that employ diverse or complex trading strategies and may employ leverage, including investment in listed or unlisted derivatives Source: SEBI Figure 2.4: Fund-raising in 2019 is expected to become more challenging than in 2018 Is it getting more difficult to source attractive deals How was the fund-raising environment in 2018, and how compared with 12 months ago? do you expect it to change in the next 12 months? Share of respondents selecting each option Share of respondents selecting each option 60% 100% Very challenging 80 40 Somewhat more 60 challenging 40 20 As is 20 Easier 0 0 Same Easier More Much more Much 2018 Next 12 difficult difficult easier months Source: Bain private equity survey 2019 (n=31) 18
3. • Exits have increased consistently in the last two years in India, with 265 exits in 2018 valued at nearly $33 billion. Even excluding the $16 bil- lion Flipkart sale to Walmart, it was one of the strongest years for exits in the last decade. • Consumer tech, IT and IT enabled services, and Exits: A record year BFSI were the biggest contributors to exit values. The 10 biggest exits accounted for 70% of total exit value. • Most sectors have earned reasonable returns on exits over the past five years, with consumer tech, IT/enterprise tech and BFSI reaping the highest multiples on invested capital. • Investors attributed successful exits to strong management teams and keen buyers. Manage- ment issues and macroeconomic headwinds were cited in exits that weren’t so successful. • Over the next five years, investors believe that top-line growth and cost and capital efficiency will be the biggest value creators for deals they exit. Investors generally expect small to moder- ate changes in net returns over that period.
India Private Equity Report 2019 Figure 3.1: India PE exits boomed in the last couple of years, with half the value in 2018 coming from the $16 billion Flipkart sale Annual PE/VC exits in India ($B) 32.9 15.7 9.4 9.6 6.6 6.8 6.8 6.0 4.1 2010 11 12 13 14 15 16 17 18 Number 123 88 115 164 193 213 197 211 26% 265 of deals Notes: Includes real estate and infrastructure exits; no filter on exit value has been applied to the overall figures Source: Bain PE exits database Figure 3.2: Exit momentum picked up significantly across sectors, including the $16 billion . Flipkart deal Exit volume in India Consumer tech and IT–ITES had the most exits 26% 265 Exit value ($B) Exit volume 211 Sector 2017 2018 CAGR 2017 2018 CAGR Banking, fin. serv., insurance 2.9 2.6 –13% 35 40 14% Consumer technology 2.9 17.9 494% 24 53 121% Consumer/retail 0.6 1.6 200% 17 28 65% Energy 0.8 1.8 117% 8 11 38% 2017 2018 Engineering and construction 0.1 0.7 404% 5 9 80% Healthcare 1.7 1.0 –41% 23 25 9% Transaction value of exits in India ($B) IT and IT enabled services 1.8 3.4 99% 20 36 80% 110% Manufacturing 0.6 1.5 139% 19 31 63% 32.9 Media and entertainment 0.3 0.1 –69% 5 5 0% Flipkart Real estate 1.2 1.1 –9% 25 6 –76% 15.7 Shipping and logistics 0.3 0.5 69% 6 9 50% Telecom 2.0 0.5 –73% 5 3 –40% Other 0.5 0.3 –47% 19 9 –53% Total 15.7 32.9 110% 211 265 26% 2017 2018 Source: Bain PE exits database 21
India Private Equity Report 2019 Figure 3.3: A few large exits dominated, with the top 10 exits accounting for 70% of total exit value Top 10 exits in 2018 Target Exiting firm Sector Value ($M) Route GIC, Kalaari Capital, Tiger Global, IDG Ventures India, Accel India, Flipkart Consumer technology ~16,000 Strategic sale PremjiInvest, SoftBank, Sofina, Naspers, Others Intelenet Global Services Blackstone Advisors India Pvt. Ltd. IT and IT enabled services ~1,000 Strategic sale Pvt. Ltd. RMZ Corp. Baring Private Equity Partners India; Qatar Investment Authority Real estate ~1,000 Buyback GlobalLogic Apax Partners IT and ITES ~960 Secondary sale Star Health and Allied Tata Capital, Sequoia Capital India, ICICI Venture, Apis Partners, Banking, financial services, insurance ~930 Secondary sale Insurance Company Tata Capital Growth Fund, Others Orange Renewable AT Capital Pte. Ltd. Energy ~850 Secondary sale Vishal Retail TPG Capital Consumer/retail ~730 Secondary sale Ostro Energy Actis Energy ~700 Strategic sale GMR Airports Holding Standard Chartered PE, JM Financial, SBI-Macquarie Other ~480 Buyback Indus Towers Providence Telecom ~450 Strategic sale Note: Total deal value for Ostro Energy estimated at $1.5 billion to $1.6 billion Source: Bain PE exits database Figure 3.4: Public-market sales were the most common exit mode, while strategic sales were the primary exit mode for consumer tech Number of exits Number of exits, 2018 169 211 265 53 40 36 31 28 25 11 9 9 9 6 5 3 100% 100% Buyback 80 Strategic 80 sales 60 60 Secondary sales 40 40 20 Public 20 market sales 0 0 2016 2017 2018 Consumer IT and Consumer Energy Other Real Telecom technology ITES retail estate Banking, Manu- Health- Engineering Shipping Media and financial facturing care and and entertainment services, construction logistics insurance Notes: Represents exits where value was reported or available; the list of sectors is not exhaustive Source: Bain PE exits database 22
India Private Equity Report 2019 Figure 3.5: Consumer tech, enterprise tech and BFSI have had highest returns over the last five years and remain attractive sectors for future investments Multiple on invested capital for exits, January 2012–June 2018 5.7 4.6 3.7 3.5 3.3 3.0 2.7 2.2 2.0 1.7 1.7 Consumer Enterprise Banking, Manu- Health- Logistics Energy Consumer/ Real Telecom Overall technology technology fin. facturing care retail estate services, insurance Average deal 43 146 69 70 62 26 52 44 46 256 ~70 size ($M) Average holding 4.7 5.4 4.4 5.2 5.3 4.2 6.2 5.1 4.5 6.0 ~5 period (years) Notes: MoIC = (distributions + unrealized value)/paid-in capital; simple average of MoICs considered; overall MoICs available for about 30% of exits from 2012–18 Source Bain PE deals database Figure 3.6: Investors say that in five years, top-line growth and cost/capital efficiency will create the most value for exited deals What were the biggest drivers of returns on deals you exited? How do you see things changing in 5 years? Share of respondents selecting each option 100% 80 60 In Today 5 40 years 20 0 Top-line Cost improvement Multiple M&A Leverage Other growth and capital efficiency expansion Source: Bain private equity survey 2019 (n=31) 23
India Private Equity Report 2019 Figure 3.7: Respondents saw attractive exit opportunities in the past year and think net returns will change little over the next few years How easy was it to exit portfolio companies over the How do you think your net returns will evolve in the last 12 months for your fund in your geography? next 3–5 years? 80% 40% 60 30 40 20 20 10 0 0 Saw some Saw limited Saw lots of Returns Returns will Returns will Returns will Returns will attractive exit attractive exit attractive exit will remain decrease increase increase decrease opportunities opportunities opportunities similar (–2% to –4%) (2% to 4%) significantly significantly (+/– 1%) (5% or more) (–5% or more) Source: Bain private equity survey 2019 (n=31) Figure 3.8: Keen buyers and strong management teams were the major contributors to successful exits Share of respondents who cited these factors as contributing to deal success 60% 40 20 0 Very clear and Very strong Strong market Increased Successful entry Meaningful cost Other keen buyers management growth market share into adjacent reduction or other at exit due to strong products, source of margin competitive customers, or growth advantage geographies Source: Bain private equity survey 2019 (n=31) 24
India Private Equity Report 2019 Figure 3.9: Management issues and macroeconomic headwinds were cited most often in less-. successful exits Share of respondents who cited these factors in less-successful deals 60% 40 20 0 Management issues Macroeconomic Unfavourable/unforeseen Misunderstood Unrealistic margin (capability, bandwidth, headwinds disruption in the industry growth opportunity improvement baked alignment) or competitive dynamics in diligence in to plan after the close Source: Bain private equity survey 2019 (n=31) 25
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India Private Equity Report 2019 About Bain’s Private Equity practice Bain & Company is the management consulting firm the world’s business leaders come to when they want enduring results. Together, we find value across boundaries, develop insights to act on and en- ergise teams to sustain success. We’re passionate about always doing the right thing for our clients, our people and our communities, even if it isn’t easy. Bain advises clients on strategy, operations, technology, organisation, private equity, and mergers and acquisitions. We develop practical, custom- ised insights that clients act on and transfer skills that make change stick. Founded in 1973, Bain has 57 offices in 36 countries as well as deep expertise and a long client roster across every industry and economic sector. Our clients have outperformed the stock market 4 to 1. Bain is also the leading consulting partner to the private equity industry and its stakeholders. Private equity consulting at Bain has grown eightfold over the past 15 years and now represents about one-quarter of the firm’s global business. We maintain a global network of more than 1,000 experi- enced professionals serving PE clients. In India, we have a leadership position in PE consulting and have reviewed most of the large PE deals that have come to the market. Our practice is more than triple the size of the next-largest con- sulting firm serving private equity firms both globally and within India. Bain’s work with PE firms spans fund types, including buyout, infrastructure, real estate and debt. We also work with hedge funds, as well as with many of the most prominent institutional investors, including sovereign wealth funds, pension funds, endowments and family investment offices. We support our clients across a broad range of objectives: Deal generation. We help develop differentiated investment theses and enhance deal flow, profiling industries, screening companies and devising a plan to approach targets. Due diligence. We help support better deal decisions by performing due diligence, assessing perfor- mance improvement opportunities and providing a post-acquisition agenda. Immediate post-acquisition. We support the pursuit of rapid returns by developing a strategic blue- print for the acquired company, leading workshops that align management with strategic priorities and directing focused initiatives. Ongoing value addition. We help increase a company’s value by supporting revenue enhancement and cost reduction and by refreshing strategy. Exit. We help ensure funds maximise returns by identifying the optimal exit strategy, preparing the selling documents and prequalifying buyers. 27
India Private Equity Report 2019 Firm strategy and operations. We help PE firms develop their own strategy for continued excellence by devising differentiated strategies, maximising investment capabilities, developing sector speciali- sation and intelligence, enhancing fund-raising, improving organisational design and decision mak- ing, and enlisting top talent. Institutional investor strategy. We help institutional investors develop best-in-class investment pro- grammes across asset classes, including PE, infrastructure and real estate. Topics we address cover asset-class allocation, portfolio construction and manager selection, governance and risk manage- ment, and organisational design and decision making. We also help institutional investors expand participation in PE, including through coinvestment and direct investing opportunities. 28
India Private Equity Report 2019 About Indian Private Equity & Venture Capital Association IVCA is the oldest and most influential PE/VC Industry body in India, with the sole focus to promote the AIF asset class within India and overseas. IVCA’s mission is to promote a healthy environment for the growth of private equity and venture capital, which is needed to support economic growth, good governance, entrepreneurship, innovation and job creation in India. IVCA stands for the values of good governance, environment protection and poverty reduction through growth of the private sector. It helps establish high standards of governance, ethics, business conduct and professional compe- tence. We reach out to the far-flung areas of India and also stand ready to assist on a global scale to contribute significantly. IVCA is a nonprofit organization powered by its members. The members are influential firms from around the world, including private equity and venture capital funds, corporate advisors, lawyers and institutional advisors. 29
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India Private Equity Report 2019 About the authors Arpan Sheth is a partner with Bain & Company in Mumbai and leads the Private Equity practice in India. Lalit Reddy is a partner with Bain & Company in Bangalore and is a coleader of the Private Equity practice in India. Sriwatsan Krishnan is a partner with Bain’s Mumbai office and is a leader in the Private Equity practice in India. Aditya Shukla is a principal with Bain’s Mumbai office and is a leader in the Private Equity practice in India. Acknowledgements The authors would like to thank Prithviraj Sagi for his contributions to the report. 31
Shared Ambition, True Results Bain & Company is the management consulting firm that the world’s business leaders come to when they want results. Bain advises clients on strategy, operations, technology, organization, private equity and mergers and acquisitions. We develop practical, customized insights that clients act on and transfer skills that make change stick. Founded in 1973, Bain has 58 offices in 37 countries, and our deep expertise and client roster cross every industry and economic sector. Our clients have outperformed the stock market 4 to 1. What sets us apart We believe a consulting firm should be more than an adviser. So we put ourselves in our clients’ shoes, selling outcomes, not projects. We align our incentives with our clients’ by linking our fees to their results and collaborate to unlock the full potential of their business. Our Results Delivery® process builds our clients’ capabilities, and our True North values mean we do the right thing for our clients, people and communities—always.
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